Spider-Wars Season 1
by marc1986
Summary: After loosing Mary Jane, and failing to save the Green Goblin Spider-Man seeks guidance with Doctor Strange, but before he knows it the web-spinner finds himself at the beginning of a war.
1. Chapter 1

Spider-Man, and others, are owned by Marvel

Beast Wars is owned by Hasbro

Chapter 1:

Beast Wars part 1

"Man, I didn't think my life would suck so badly since the death of my uncle, but once again I am wrong." A man wearing a red and blue suit said before firing a web-line and swinging through his concrete jungle. His mind was replying the conversations of his closest friend: Harry Osborn and Anna Watson the aunt of the woman who he thought would be a good girlfriend: Mary Jane Watson. "Harry was hysterical and Anna was pissed when they heard she was gone, but there may be a way to find her; since he did help out the other time." He said after landing on a 30 story building and then began swinging at top speed to Greenwich Village. As he swung there he remembered how angry he was how vengeful his voice sounded during that battle with that maniac:

'I can't find her! So help me I can't find her!' He thought as he searched the floor of the river with his built in light on his belt. He then reached the surface shouting out her name, "Mary Jane." The only response was the Goblin's laugh witch set him off.

What's the matter Spider-Man? No: quick comebacks? No: clever one-liners?" The Goblin stated to the hero, unaware that he was not speaking to the logical side of the arachnid.

"You think this is a game?!" He yelled bitterly before firing a web-line and making a direct hit on the back of the glider. Once the web-line made contact he shouted, "IT'S NOT!" "That was the woman I loved!" He shouted as he climbed up the line, wanting payback. The Goblin, who still claimed that he was in control said back to the elevating hero.

"For the last time: I'm the Green Goblin!" He then tried using the laser finger on his glove, but only got static as the response. While looking at his hand before making a fist with it said to himself, "Circuitry must be damaged; no matter." The evil troll reached into the container of his weapons to grab a razor blade, which he mostly used for long-range attacks. The creature then walked over to the line and bent ready to cut it, but was stopped by Spider-Man's grip. He welcomed himself to the Goblin's ride and the two began fighting, but fearing for his safety the creature said to the other in alarm, "The glider's almost out of fuel." Unfortunately the madman's plea fell on deaf ears as the angered arachnid yelled back to him.

"I'm taking you down, Goblin! Even if it means I go with you!" Not wanting to lose to the snotty nosed teenager he argued back to him.

"NO! Osborn needs me!" He forced the hero off of the glider, but he did not that stop him as he fired a web-line to a light post and made it to the top of a section of bridge.

"Nothing will keep me from you, Goblin!" He yelled out adding a pointed finger at the freak on the glider.

"This can…" He said, referring to a piece of stolen tech that is a form of teleportation, which showed signs of short circuiting. In concern he added, "My precious machine I've got to make you work." He then landed, went to a tossed aside crate to repair it unaware that he had to deal with Spider-Man's wrath.

"You'll pay Osborn! Even if I have to chase you forever! YOU'LL PAY!" Spider-Man practically screamed as he fired a web-line, and swooped to where his prey was hiding.

"Not if I can help it." The 'human' said with confidence and activated the machine only to have to do the opposite of what he wanted. "Something's wrong." He said in alarm and tried to turn around only to have Spider-Man stand in his way. "Not you, not now." He said trying to shoo him away with a hand motion, but to no avail.

"I can stick to the ground, you can't!" Spider-Man, who was still fueled with anger said to him, before pushing him. In an instant his mind saw what was happening and thought of this problem, 'He's created an imbalance between the gravitational pull of this dimension and the vortex. If it continues to increase…' His thought was not only cut off by the Goblin's voice but also the vortex that took Ohn and Sylvia's lives.

"It…It's pulling me in! I can't turn it off!" The Goblin announced while holding onto a grate. The web-slinger was still angry at him and his reply showed that off very well.

"Sounds like you got a problem." The green skinned goon lost his grip on the grate, but when half of his body was in the vortex he was able to grab hold of the emergency ladder on the bridge.

"Help. Help me." The Goblin said, but when the force of the vortex took off his mask the man behind it was brought out he looked at his surrounding and said in alarm.

"Wh-where am I? What's going on?" He then spots one of the least appreciated heroes of the big apple. "Spider-Man, help me." Even seeing a man in danger the arachnid wasn't done with his vengeance.

"Why on earth should I do that?" He said bitterly and after hearing the demented human scream a thought entered his mind, 'No, as much as I hate him for what he's done I can't let this happen.' He fired a web-line to one of the poles at the base of the bridge and swung while thinking, 'Revenge is never justified. Nothing will bring Mary Jane back.' As he held his arm out he yelled out, "Hang on, Osborn, I'm coming." Fearing for his life the business man said back to the rescuer.

"Hurry, I'm losing my grip." When the hero got as close as possible to the vortex without it sucking him to the spider said to the victim of his anger.

"Give me your hand."

"I'm trying." Osborn said as he pulled his free hand out as far as it could. The bad thing was that the Goblin half of his mind was back and as proof it reached for a remote in his carrying case and activated the glider, which was sitting patiently on the ground the entire time.

"Osborn, take my hand. It's your only hope." Spider said desperately unaware that the father of his best friend was gone, and this time for good.

"There's no Osborn anymore, PARKER, there is only the Green Goblin." The creature said, ending with an evil laugh, forgetting that he summoned the glider and as it came to its owner. Spider-Man sensed it and got out of the way only to watch the portal disappear with Osborn inside it. The wall-crawler's flashback ended with the discussion with the fortune teller: Madame Web. He arrived there thirty to forty minutes. "Doctor Strange, are you here?" He questioned after entering through the front door.

"Yes, I am here Spider-Man, is there something I can help you with?" A ghost-like figure question, the figure was that of Doctor Strange using his astral form. Spider-Man was shocked at first before relaxing.

"Yes, can you find someone for me, please? Before you answer I just want to tell you that it's that Mary Jane person that is gone again." The web-spinner said after a few moments the wizard answered him in a serious tone.

"You can give me the specifics in the main section of my home." With that said the astral form faded away and Spider-Man made his way up the stairs and into the main section of the Strange's home. When he entered he saw several mystical objects surrounding the place but he was trying not to touch any of them, still that did not mean that he did not want to know their names from the left of the door that led to this room there was the: Crystal of Haggoth, and the Orb of Agamotto. Behind the Orb was a circling staircase to the floor above but he chose against it. Something strange came over him all of a sudden and he was then walking over to another artifact known as the Orb of Teleportation that was positioned behind an ordinary sofa. The in-trance teenager placed his right hand on the orb and an unknown voice asked him a simple question:

"Do you wish to enter Pre-Earth?" In reality the confused hero would have pulled his arm back, but whatever it was that possessed the hero also spoke for him.

"Yes, I do." He answered in a monotone voice, and then the special function of the orb began just in time for the sorcerer to see what was going on.

"Very well Spider-Man, I am ready to aid you on your search for your friend." He said before he saw the hero's body fade away while still holding the Orb of Teleportation.

"Is there a problem, Stephen?" Questioned Wong, an old friend of the Sorcerer Supreme when he saw the in awe face.

"Tell me Wong, what was the last setting you put on the Orb of Teleportation?" The Wizard questioned the bald man, hoping that it was not a hostile plane.

"I am afraid you have me at a loss, Doctor Strange." He said as his reply before walking closer to the orb. "The last setting on it was when we had to save Clea from one of Blackheart's tricks." He added after facing the orb he told his ally of magic one other thing that he hoped would ease his mind, "I will see what the setting was, in case one of what you are sensing may be true." He placed his hands on the orb and began to chant; Strange did not have it in him to say that Spider-Man was recently here.

"Anything, Wong?" He asked after an hour of waiting. The other mystic released the orb looked to his friend and said in a calm voice his discovery.

"I did not sense any recent activity with the Orb of Teleportation." He answered before walking off, not catching the whisper from the doctor.

"Where ever you are Spider-Man: God speed." He then went back to his room for some more meditation, trying not to think of the heroic spider creature. As Spider-Man was traveling to his destination he was unaware that there was the beginning of a war at the end.

"Hull breach in Sector Seven; guidance systems failing?!" A voice said after grunting from an opposing blast on their space craft.

"Oh, man! This is ridicules! We're an exploration ship not a battle-cruiser." Another voice said in a whiny voice as their vehicle was still shaking from the blasts from the opponent's ship.

"No choice, our ship was the only one that could lock-on to Megatron's warp signature." The leader of the crew answered as he with stood the shockwaves delivered onto his ship.

"Shields are doing a major fade." The first voice stated while looking at a screen that showed an outline of their ship.

"Plasma cannons to full power." The leader said while moving an object that looked like a throttle back. There was a discussion going on in the other ship too.

"Their shields are down. Destroy them!" A very aggressive member stated angrily while his leader was surprisingly calm.

"Now where's the fun in that? A little torment I think first, yes. Side-guns!" He announced and several hidden guns were revealed and started to blast the side of the pursuing ship.

"Rupture- the stasis hold is failing." One of the members of the damaged ship yelled in alarm.

"We're going down." A new voice said in a deep and sincere voice after hearing what those multiple shots did to their ship.

"Launch all pods. Get them into safe orbit." The leader ordered and following that Bombay doors opened releasing several metallic coffins into space. As their ship was spinning around the leader added another order, "All plasma cannons FIRE!" The double barrel cannon on the top of the ship fired several blasts at the craft they were searching. The attack was enough to send both ships to be sent on the planet below; in the descent a piece of the ship controlled by Megatron broke off. On the planet's surface Spider-Man appeared in a rock formation, and after a few moments of shaking off what had happened to him he took a look around.

"What the shell…was…that?" He looked around and he was no longer around any building or any structure that he was familiar with just a lot of rocks. "Where am I?" He questioned aloud, still baffled on how he ended from an aged house in Greenwich Village to an earth based area until he saw two falling stars heading straight down. Once they crashed down all he could think was, 'Maybe who or what ever that was can tell me where I am, and of a way to get home.' The later of his thought actually did not concern him that much as he began walking to the closer one. The exploration craft landed in a peaceful area perched just over a raging river.

"Damage report." The leader questioned the others hoping that the damage was not as bad as the crash led him to believe.

"Believe me you don't want to know." Another voice said in disappointment destroying any hope that his leader had of the craft flying any time soon.

"That's what I thought." He answered back after a defeated sigh. The other crew was having the same problem, but they on the other hand landed in an unstable volcanic area with their ship resting on top of a lava pond.

"Navigation, is this the right planet?" He questioned the computer on board his ship. In a monotone voice the ship answered while moving a globe like object to see the information with his own two eyes.

"Unknown. Course settings were accurate, but readings are inconsistent with expected destination." Not interested with that non sense the evil leader dismissed it and asked a more centered question that was on his mind.

"Never mind that, tell me that there is Energon here." In his demand he slowly closed his left fist. The globe gave him images of DNA strands and of a creature from his home world.

"Confirmed." The computer answered in its monotone voice. Megatron was pleased when he saw a light green blip on the globe on the viewer.

"YES! The planet has Energon." He said with a grin of greed. Naturally, there were a few problems with this gift.

"Too much Energon; field readings are off the scale. Continued exposure to robotic forms will result in permanent damage," The computer said while showing what it meant. Out of anger the leader slammed his fist at the news, but was able to calm down quickly and said aloud.

"Then we will create alternate forms based on the most powerful local creatures." That said another member on that ship spoke aloud as well.

"Scanners activated." He pressed a few buttons, sending a small probe into the atmosphere. The probe used a purple beam to sweep the local area. It scanned the hidden remains of a raptor, a tyrannosaurus, and a pterodactyl. When that was done the images of the creatures appeared on the screen; it also scanned a wasp and a tarantula fighting over territory. The same thing was happening on the other ship as well, the ship that Spider-Man was heading to.

"I know that I'm on the right track, just wish they landed in a friendlier spot." He muttered as he continued walking through the narrow chasm enroot to that ship until he saw something shoot up and shoot out a yellow ray. "This could be bad." He said as he soon as he saw the ray, and out of instinct he created a web-shield on both arms before crouching in between them. After the four waves were done with their task Spider-Man stood up, and did a once over on himself. "Let's see, head: check, arms: check, fingers: check, legs: check, gut: check and toes: check." He said after glancing and feeling the pieces he was looking for. "Okay, that answers if those things that fell were alien." Muttered the human as he continued on his way not knowing what those yellow rays were for.

"Scanning and replication of local life-forms: complete. You may emerge." The deep voice of one of the members said after their scanners scanned a: Gorilla, rat, rhino, and cheetah. All of the members awoke in those creature skins.

"Hey-hey I'm a cheetah." The bot that chose the feline said excitedly before correcting himself while looking at his reflection on one of their chambers, "No-no I'm Cheetor."

"Hmm, interesting." A voice inside the container said after hearing that name; not sounding that interested.

"Interesting?!" The cheetah nearly shouted, sounding offended by that statement. He then added after a snarl, "Optimus, the word is: spot on smooth." Once taking a closer look at his reflection and a chuckle he finished with, "It's a crime."

"A bit tacky." A rat stated while popping it's form from behind the container while motioning his right hand in a 'so-so' fashion before adding while walking over on all four's, "Ha, you never had taste, did ya kid?" Once near the feline member he stood on his new form's hind legs finishing with, "Now this…this is what class is all about. Call me Rattrap."

"Oh yeah!" The yellow cat yelled out, offended that his own teammate was making fun of his sense of style before adding, "How's I cut meeces to pieces." There were some heavy footsteps and a new voice entered to stop this bickering.

"Ease back Cheetor. Living large is for forms like me: Rhinox." The owner of the voice was a brown coated rhino with yellow horns. His intervention did not help as the rat still had something to say.

"Yeah, and consider yourselves lucky I didn't get rough on yous." It was at that time that the one inside the container emerged and quieted down his team members.

"Moderate your conflict circuits, Maximals. Remember, these beast forms are to protect us from the long term effects of the Energon fields out there." The one inside was their leader who chose the form of the gorilla. After walking outside the container and looking at his team he continued, "We may need Energon for power, but this is too much of a good thing. As he walked over to one of the screens he continued to explain to the others of the importance of their current forms, "Our robot forms will start to short-out after a few moments exposure." He then stood up and said to the others, "This is one unusual planet." Unknown to them was a red and blue hero now standing near their ship.

"Big ship." Spider-Man said as he checked it out before hiding behind a nearby rock formation. The conversation of the animals was still in effect.

"What ever it is." The leader said before letting the horned one continue with some pretty bad news.

"Or when ever: the Trans-warp drive can go through space AND time. We were locked onto Megatron's warp signature any place any time." The gorilla turned from the screen and continued the conversation.

"Yes and our crew is orbiting the planet in those stasis-pods we lost in battle. They're protected against the Energon fields, but…it means Megatron has us outnumbered." The enemy in question was outside their ship breaking into their new forms.

"No, no, NO!" A raptor said in anger while holding a very odd yellow disk. He then continued while looking at the disk, "It's all wrong! This can not be Earth." After saying that he took a look around his immediate area and it did not add up. He quickly turned around and said to his leader in anger with a small hand motion with his free hand, "Megatron, you failed! Not only did you fail to destroy the Maximals when you had the chance; you failed to bring us to the right planet. We stole the Golden Disk for nothing?! YOU IDIOT!" For the last part he tossed the disk he was waving around into the dark opening of his ship. When the disk came in the heavy footsteps of his leader, a purple T-Rex came out.

"I beg your pardon." The leader said after a polite chuckle before continuing, "What did you call me?!" Despite having a larger carnivore before him the raptor showed no fear by answering back to him.

"You heard, you are an idiot and an incompetent leader, and I am taking over." Throughout that sentence he held a snarl in place before taking a breath and nearly yelling out, "Dinobot: terrorize!" As soon as he said those words he transformed from a raptor into a powerful looking blue faced, red-eyed warrior holding a fan with a spiral sword in the center. "I challenge you to battle Megatron. The winner shall lead the Predicons and the loser shall be destroyed." He said, anticipating that the great Megatron would not turn down a challenge stood ready to face him, but something went wrong.

"Ah, you're so impulsive Dinobot. Brave but misguided." The leader said, while turning to walk back into the ship.

"Do you accept my challenge?" The brown armored warrior said in an irritated tone, but only received a very sarcastic laugh from the king of carnivores.

"There's more to being a leader then simple courage." He said after his chuckle and began to explain what he meant while seeing the warrior advance on him, "Well there's cleverness, courage as well. Isn't that right Scorponok?" He questioned while stepping to the side, this action confused Dinobot until he saw the dark purple warrior with pincer hands standing there. The raptor only had enough time to put on a shocked expression as one of his missiles sent him flying.

"Loser." Megatron muttered as he watched his teammate fly out of sight before saying a bit louder, "What does it matter which planet we're on? We came looking for Energon and this planet is rich with the element; enough Energon to power the Predicons entire galactic conquest. Only the Maximals can give us trouble now. If they survived the crash: find them, and if you find them-destroy them." This speech and order that he spoke of was directed to a red pterodactyl, dark purple scorpion, yellow and green wasp, and purple tarantula who all went on to follow their orders. The Maximals were now outside not know that a red and blue human was still watching them and listening.

"Man! All this for a Golden Disk." The rat complained after coming down their lift and tossing a piece of junk on the ground. Optimus was also outside using basic optic tech to check the area out, and after hearing the mammal he said back to him.

"It was Cybertron's most carefully guarded relic, Rattrap. It gave the location of a major Energon source that's why Megatron wants it." For the last of his sentence he turned to his pain of an ally.

"Yeah, like I care." Rattrap said before walking over to one of the polls that helped their lift. He then complained even more, "You know we were supposed to be doing deep space exploration. Hmm, playing galactic patrol was no where in my job description: ya know what I'm saying." As he leaned on the poll he finished with a semi-serious statement, "You sure you're cut out for this Commander gig?"

"Remember the Great War Rattrap? If the Predicons get enough Energon, they'll start it again. We can't let that happen." The gorilla said in a completely dead serious tone and finished while making a fist with his right hand. He quickly calmed down and said to him in an easy-going tone while turning around, "Besides, you wanted exploration, and here we are on an unknown planet. What more do you want?" Not wanting to pass up any opportunity to complain the whiner answered back to him.

"Well, uh, call me picky, but a working space craft would be nice." The leader knew something like that would be said and after a sigh said to himself.

"Just no pleasing some people." About that same time their second lift came down and the cat, which leapt off, was on it. In an instant he saw the creature that he picked out running along.

"Hey check it." The others then saw what he spotted, and being a just leader Optimus decided to compliment him on his choice.

"They're fast alright, you chose a good form." The cat wanted them to be even more impressed so he said back to the leader with a bit of over confidence.

"You think that's speed? You aint seen the 'Golden Rocket': check this!" He then took off away from base at his top speed, alarming the gorilla.

"Cheetor, no." He did not listen to the ape and ran past a narrow strip of earth over a very deep fall. "Cheetor return to base immediately we don't have time for this." Optimus said after tapping his left chest plate. His words fell on deaf ears as the speed member of the team kept running. "Cheetor please respond." He added while noticing that his signal was weakening.

"No good: the Energon field's mess-up the com links. Anything over a hundred meters they aint worth scrap." The techno savvy rhino said after seeing his leader try using their communication device. Optimus looked over his shoulder and said back to his mammal alley.

"Well, that's just prime." He also had a look of disapproval as he said that. The smaller of the three decided to add a sarcastic comment.

"So…uh…this your first day on the job or what?" He was expecting the monkey to say nothing, but of course he was wrong.

"Shut up, Rattrap." He said looking down at the rodent. The small mammal once again used sarcasm to the higher authority by standing at mock attention.

"Oh yes sir. Y-ya know I just feel heaps better knowing that our lives are in your capable hands." He then looked away and added aloud, We're all gonna die." Back to the speed creature that had just now made it to its kind began to shoot the breeze while running.

"The name's Cheetor, what's shaking cats?" He said with a feline snarl which for one reason or another forced the others to gain to go for a wide-eyed expression and ran harder. That act only confused the intergalactic as he grinded to a halt. "What? I-is it my breath?" He raised his left upper paw in confusion and added, "H-hey wait." As he gave chase on the grassy plain he failed to realize that the two stopped at a tree and that there was a big bug flying over head. "Hey, what, it's just a big bug?" Cheetor questioned stopping at the same spot they were at before fleeing, "The way those two reacted that's no natural life form." He said after a disappointed sigh and added, "And if we're talking unnatural life form then we can only be talking about just one thing - robots it disguise: Cheetor Maximize!" After saying those last two words he turned into a yellow and black robot with a feline head on his chest and a blaster in hand. "Time for this cat to pounce." He said with a snarl and began firing.

"Waspinator under attack, Waspinator engage enemy: Waspinator Terrorize!" The yellow and green creature said after dodging the blasts and angry buzzing. He too transforming and began to fire back to the enemy luckily he dodged them. The down size that the ones back at the good guy base saw the jist of the explosions.

"Uh-oh." The rat said in hind leg form before being snatched by the gorilla who was riding the rhino into battle.

"Move, Move!" He said to his transport, since two of them were concerned that the scout was getting hurt. Unknown to them was the red and blue one that had been behind them the entire time.

'Should I stay or should I go?' He thought as he watched the three of them leave and he too saw the blasts. "What the heck; it will at least give me something to do." He then climbed the ship and ran on top of it and then followed those three on his own feet. The battle was not going well Cheetor had just done a roll-out to dodge an optic blast from the enemy before returning fire. Cheetor only had a blaster while Waspinator had flight, optic blast, and a gun and with all of those he had to run. The brown one had just now crossed that narrow bridge.

"Hey heads-up! Roadblock!" The rat, who was now on the ape's back said after seeing that they were heading for a barrier of boulders. The leader saw them and heard the shout out so he look to his leader role.

"Veer left there's a clearing about a hundred meters." The order fell on deaf ears as their ride kept going so the two of them braced for impact but was surprised that after a grunt of effort from Rhinox they were through. Seeing this Optimus only had one thing to say, "Aw yes, silly me." The three carried on with the unnoticed man behind them.

"Nature documentaries lied to me: this rhino is moving pretty fast even with a gorilla and a rat on his back." Peter said aloud, while still following. He decided to keep some distance just until he had a better idea of what was going on. The feline on the other hand was not doing so well: he was forced to run from him when his gun started to act really screwy.

"Of all the times for a Quasar jam!" He complained with a snarl, while fiddling with his blaster after landing in a sort of gorge. Luckily for him he had friends in high places.

"Cheetor, get to cover, we'll swat that pesky Predator." The gorilla said to the rookie with the rat and the rhino stood to his right. Spider-Man who got there with a little bit of super speed, but he noticed that there was hardly any cover.

'That big rock will have to do.' He thought and attempted a zip-line maneuver to a stationary rock that was over to the ape's left; luckily the bug's friends stopped by as well.

"Oh, I would not count on that, Maximal." The purple dinosaur said to them with a Scorpion, Tarantula, and Pterodactyl with him. Neither group noticed the red and blue blur or the pair of white eyes watching them. "No." He added with a laugh and then said, "For I believe that you are soon to have how shall I put it: difficulties of your own, yes."

"We don't have to do this, Megatron. There has been peace between the Maximals and Predacons for centuries. Why start this up again?" Optimus questioned, wanting answers from the Predator leader.

"Peace?! Perhaps on your side Maximal scum! Yes, but not on ours. Permit me to inform you that an enemy which appears to be peaceful may in fact be bidding its time." The purple one answered back with anger in his voice on a few words.

'Okay, I know now who the bad guy is.' The wall-crawler thought and added in thought, 'That scum part is often a dead giveaway.' He then noticed the yellow one in the gorge was still working on his gun.

"Finally." The cheetah said after hearing the energy in his gun circulating properly. He then listened to the rest of Megatron's speech.

"We Predacons have never abandoned our rightful goal of galactic conquest. No, we have nearly been waiting for the right moment…TO STRIKE!" That was when Cheetor went on the offensive personally.

"You mean like this." He said as he revealed himself from the boulder he was using as cover to shoot at the leader of the enemy.

'Not, bad, but a little longer wouldn't have hurt.' The good spider thought after seeing that. The cat's leader was shocked at what he just did.

"Cheetor." Primal yelled out with wide eyes. He wanted to handle this as delicately as possible. He also knew that it would take more than that to damage the dino.

"A treacherous, underhanded, sneak attack." He said after shaking off that blast and then added after a brief laugh, "I like you pussy-cat. Yes. But it shall avail you not, no, for now the power gauntlet has been cast. Predacons: Terrorize!" Megatron shouted the last part with his head held high.

"Do it: Maximize!" Optimus said to his two men. Spider-Man, still hiding, only had one thought on his mind.

'This is going to get loud.' He then heard them announce their names and transform.

"Tarantulas Terrorize." The purple and green spider announced and then transformed: human body, spider limbs on human arms, pincers for hands, and horizontal strip for eyes with a vertical opening for his mouth.

"Rhinox Maximize!" The brown rhinoceros announced and transformed. His transformation started with his mouth revealing: a green and gold head with red eyes, big green hands, and his beast mode head was split to both sides of his body.

"Scorponok Terrorize!" The scorpion shouted transforming into a sort of purple man with a tail, pincers, and a horizontal eye.

'Great, just what I don't need: another scorpion.' Parker thought after seeing the latest one and thinking back to his scorpion problem. He then listened to the rest.

"Rattrap Maximize!" The gray mouse said turning into a man with tan like plating, red eyes, and an exposed brain; which the web-head was slightly creepy.

"Terrorsaur Terrorize! Rawk." The flying one said and turned into a white faced, red eyed, red and silver armored man. The arachnid thought of only one thing.

'He needs to work on that squawk defect.' He then paid attention to the last two since they seemed to have some sort of history.

"Megatron Terrorize!" The purple one yelled out. His body was purple and silver, dino head for his left arm, tail for his right arm, and a head that looked like an eraser; his feet were still that of his beast mode.

"Optimus Maximize." The gorilla said with a grunt/roar. His body was black, white, and some of red, while his head had blue trim and red eyes.

"Now: Obliterate them." The evil leader ordered to the others. They all shot out what ever they had: scorpion missiles from his pincers, laser blast from the T-rex head, machine gun fire from the spider, and hand gun fire from the flyer. Rhinox and Rattrap dove for cover while Optimus countered with the blaster on his left arm. As they were fighting Scorponok launched a missile at the fleeing cat. He screamed in surprise, and once he landed some of the rocks that he was using for cover locked in his right ankle.

"I'm stuck!" The yellow one yelled out while struggling to get free. The leader saw this and decided to use one of his soldiers to retrieve the downed warrior.

"Rattrap, get Cheetor, we'll cover you." He shouted to the gray member of the team while under enemy fire. The rat, like most, was concerned of keeping himself in one piece.

"Yeah, right." The vermin said back with a sarcastic laugh thrown in. That made the leader slightly angered.

"That's an order Rattrap." He said with a slightly angered voice, but still in control. Even with that piece of anger in his voice the big mouse was still not interested.

"Yeah, and you can just kiss my skid-plate, Fearless leader cause I'M not getting out there and gettin my pelt punctured." He said back to him while pointing with his left thumb while holding his gun with his right hand. This angered the gorilla even further, and that was when the web-slinger decided to make his appearance.

"No problem, guy, I'll handle some of those guys and you get the cat out of there." Spider-Man said after walking over to them; naturally his reflexes kept him from getting hit.

"Are you sure?" Optimus questioned, deciding to ask who he was later. The human nodded as an answer and the web-slinger went to work.

"First I'm gonna need a volunteer to help me out." Spider said and Rattrap was about to argue when he added, "And you will do." He then fired a web-line at the Wasp's chest and flew up to him.

"Waspinator can not see!" The green bug said in alarm after the arachnid blobbed up his eyes with his webbing. He then hopped on the bugs back.

"Don't worry; I'll be your eyes." Spider-Man said to him before grabbing the antennas on his robot head. "Look out there's an enemy over to your left." He shouted and forced the bug to turn left and taking his advice he fired and hit: Scorponok. "No, wait, I mean the far right side." He corrected and angled the bug who fired on another one of his allies: Tarantulas. Megatron saw his men go down and he saw the problem.

'What is that incompetent bug doing?' The purple one thought before seeing a red and blue figure on his back. 'Who is that?' He thought and added, 'Probably another flunky of Primal's.' He saw that the man on the wasp's back was in control as he bared witness to the fall of the third one.

"That gorilla is right in front of you: head-butt him." Spider said and leapt off of him before he did so.

"Waspinator, you imbecile!" Terrorsaur shouted after he was slammed in the stomach by the wasp's head.

'Looks like I'm up.' Optimus thought before revealing himself from the rock he was using as cover and flew off. He dive-bombed to where the cat was; despite the followers being down for a moment Megatron was able to keep up with the return fire. As Primal was diving he saw that the strange man had landed inside of the chasm wall, near the top. 'So close, stranger.' He thought before being hit from a blast by Megatron to his pack: sending him nearly crashing where Cheetor was.

"Optimus." The brown and green one said in alarm after seeing that hit. He feared the worse for his old friend, since he knew Optimus preferred flight.

"Ha, ha; see told ya." Rattrap said aloud, not the least bit sorry for not giving him a hand. The arachnid who landed in front of the rock those two were using as cover saw the cat's gun. He shot a line at the gun and flung it to him which he caught.

'I guess this works like your average gun.' He thought after giving it a once over, but he did not get a change to try it because his spider sense warned him of an attack, 'Spider sense, but where.' He thought before just barely dodging a missile from the slightly recovered scorpion. He landed in front of the two and witnessed Optimus blast the rock that kept Cheetor down. Unfortunately by now the other three were recovering from the web-head's stunt and were blasting even harder under the tyrants orders.

"Do not let them escape!" Which they did, they did not want to get on their leader's bad side.

'Not my style, but work with what you got.' Rhinox thought as he saw the feline's gun. He picked that up with his left hand and then picked up the chicken with his right hand.

"Hey, let me down, ya big bulldozer." The rat complained while trying to get free.

"Cover fire. They need it we give it. Now!" He answered back while waving Cheetor's gun around before revealing the two of them from the rock they were hiding under. As they were blasting Rattrap was screaming at the top of his voice box. Most of their blasts caused the Predacons to take cover.

"Back to the base! Let's go! Let's go!" Optimus shouted after giving the arachnid a nod, meaning for him to follow the crew of animals, and the three ran up their side of the gorge. The three of them passed Rhinox and Rattrap, who were still providing cover fire for a while, but even they fled; this only angered Megatron further.

"After them, go you-." His order was cut short due to a sudden surge of pain that was affecting all of his systems. It hurt him so bad that he had to use the tail on his left arm for balance, but he was not the only one affected: all of them were.

"Waspinator can not move." The flying bug said after crash landing, since the surge was affecting his wing attachments.

"Energon field build up. Convert back to beast mode." The leader of the enemy announced before following his own order. About this time dusk was starting to set in and they were heading back to base in beast mode on Rhinox's back. The only thing different was the red and blue creature over to the horned one's right side. The gorilla was still wanting to name, but for the moment he had something else to deal with.

"Hey, hey what's got your servos so bent?" Rattrap questioned after Optimus reached him and held him to his face.

"Let's get one thing straight Rattrap. I am commander of this group and when I give an order I expect it to be obeyed." The leader said, still a bit angry at his fellow Maximal, and that an unknown did what this one could not.

"Oh yeah, so I get vapt because your too chicken to go yourself." The rat said, believing that his boss would use them as shields so he could handle things.

"I will not give an order I am not willing to do myself." He answered to the rat angrily before calming down and adding in a calmer tone, "But I was capable of giving you better cover fire, you were not." Feeling that this conversation was done he threw the small member onto the back of his shoulders.

"Eh, come on, what are you shortin' about? We got out of there alive, didn't we?" The rat questioned while moving around the apes back so he could see where they were going. He really was trying to cheer up the leaders spirits with that statement, but he had a feeling that it wasn't working.

"But injured; It'll take time for our beast forms to effect internal repairs." Optimus said with a low level of disappointment.

"Yeah, yeah. Well, better you than me." The rat said while glancing at the beast form of his leader. The rest of the trip was in silence, but they were all wondering who the new one's name was.

"On to a different subject: who are you?" Primal questioned while looking to the one walking along side them. The human turned around and decided to answer them truthfully, after what just happened.

"The name's Spider-Man and I was happy to help out. Back home, you guys have an extra bed I could borrow." He said and was a bit surprised that he got a nod as an answer to his question.

"Of course, it is the least we can do after you gave us a lead in that battle." Optimus said and saw that the complainer of the group was about to say nay, but was interrupted by Spider-Man.

"Looks like, Cheetor is coming back." He saw that he caught them by surprise of knowing their names. "I was there where you guys were doing a group transformation." He explained to them, and waited for the yellow one to arrive.

"I think we gave them the fade Optimus." He said while looking up at the leader. The feline decided to take the rear, to see if they were being tailed, knowing that his speed was the key.

"Keep your sensors on full." He warned/ordered and added, "According to the Golden Disk theft reports: there were six Predacons – one of them was missing from the battle." With that last bit caused Rattrap to try to grasp at straws.

"Yeah, well, maybe he was destroyed in the crash." The others also wanted to believe that as well, but after the battle, they were all pretty skeptical about it.

"That kind of luck we haven't getting much of lately." Rhinox said to them: shooting down what little hope they had.

'Great job, Eeyore.' Peter thought while remembering of one of the most negative characters Disney has ever made after hearing Rhinox's comment.

"Tell me about it." Cheetor said, agreeing with the heavy member of the team. He then looked forward, and saw that they were almost home, but he also saw the sixth one they were talking about. "Look." He said, alerting the others of the threat.

"Well that must be the sixth one we've been waiting for: Mini-Megatron." Spider-Man said as they walked closer to the narrow strip of land, where the brown raptor was waiting.

"Should we blast `im." Rhinox suggested to the dismounted leader after arriving at the edge of the deeper chasm.

"Keep that option open, but hang on." He said to the roadblock wreaker and walked over to the dinosaur. The dinosaur, who must have been waiting for a while, began to speak to his enemy.

"Attention Maximals, My name is Dinobot. I have left the Predacons to join your group…as leader." Dinobot said to them, and some of them appreciated the extra hand, but the last part even caught the web-spinner off guard.

"What?! Did I hear the word: 'leader'?" The feline questioned, being the most surprised about someone taking over his friend's position.

"This guy's got bearings of chrome steel." The rhino commented calmly after hearing that proposal. Rattrap nodded in agreement, and Spider-Man also had to agree since he had a feeling what Rhinox meant with translation to human anatomy.

"I hereby challenge you Optimus Primal, to a one on one battle." Dino said, seeing the slight anger in his soon to be opponent's face he added, "The leader shall lead the Maximals and the loser shall be destroyed." The last part, they all noticed was stated darker than the rest.

'This won't end well.' Spider thought and added to his thought, 'Optimus is probably still damaged from that play-date earlier today, and Dinobot probably isn't even tired.'


	2. Chapter 2

Spider-Man is owned by Marvel

Beast Wars is owned by Hasbro

Chapter 2

Beast Wars Part 2

'Okay, now this is just stupid weird: first I go to Strange's place and end up here, then I help these guys with their play-date with that purple dictator, and now there's a Barney wannabe standing in our way of getting home.' Spider thought as he watched the black ape walk onto the narrow pass. The strange thing was that this supposed enemy was not triggering his spider sense. 'Must be because I am not his target…yet.' He concluded his thoughts before listening into what the reptile had to say.

"Face me Optimus! I, Dinobot, challenge you for leadership of the Maximals. You and I: one on one. The winner shall be the leader and as for the loser…well, it is a long way down." Dinobot said to the leader noticing that the gorilla seemed to be getting testy while he was talking.

"I don't want to fight you." Optimus exclaimed after looking down at the chasm then back to the lizard. The dino was ill-tempered about his answer so he decided to tell him the logic of the situation.

"You do not have a choice! Your command center is back there, and no one crosses this bridge until you face me." He said while moving his neck to their base location before looking back at their enemy. The three around Spider-Man looked on and that is when Rhinox spoke out.

"Don't we get a say in this?" He questioned while the two were having a stare down, seeming a little miffed: probably it was not him kicking tail. The rat, who did not like sacrificing his own hide for someone else, was the next one to talk.

"Let Chopper-face and the Boss Monkey duke it: no fur off of my tail." He said to the heavy set member of the team with a slap on the leg with his tiny paw. The feline, who did not learn his lesson completely, spoke aloud to the enemy.

"No Way!" He yelled out and added another part after a sort of low range pounce, "Hey Scale-belly, hows about you try a piece of the bad kitty, Huh?!" The tone of voice got their leaders attention who decided to give the yellow furred one a direct order.

"Cool your circuits Cheetor. I wouldn't send anyone to do anything that I wasn't willing to do myself." He said and the web-slinger could tell that his eyes were toward the rodent, but the creature in question only answered back in sarcasm.

"Oh yeah right, NOW, he says that." The comment that the vermin spouted and this mess with this Pred made Optimus give off a groan of frustration. After he did that he turned his complete attention to Dinobot.

"This is foolish Dinobot. We're Maximals, you are a Predacon." The gorilla said while pointing to himself and then the creature before him. Before he could say anything the leather one in question cut him off.

"All the more reason I should lead them." He said back and that was when Primal cut him off at that point.

"Look, I don't know what happened between you and Megatron." Once again the ape was cut off the moment he said the leader of their enemy.

"Megatron?! Megatron will fall as soon as I have your Maximals under my command." He said back in anger. The arachnid noticed that he put an emphasis of anger on the first 'Megatron. Being somewhat of an expert on anger he knew that the first one was because he REALLY hated that guy.

"You are welcome to join us, but you shall NOT lead." Optimus said with a pointed finger at the lizard creature when he said the word 'not'. The lizard did not seem to get it as he decided to inform his foe about one thing that he had done different to himself.

"I beg to differ. For in anticipation of my new role as leader I already reprogrammed my activation code: Dinobot Maximize." He said with a snarl and turned into a blue skinned, brown armored man, with red eyes and his tail as some form of fan weapon. Reacting on instinct the ape followed his lead.

"Optimus Primal: Maximize!" He said and with an ape-like groan he too transformed. Dinobot, armed with a thin spiral sword and his fan inched close to his enemy who in return clenched his fists and inched too. The reptile preformed some stances that gave the web-head that he went under some sort of military training on his home world. Primal took out a pair of swords and prepared for the fight.

"I'm goin in there, Cheetor: Maxim-." The feline was about to transform and attack but the rat jumped onto his back and clamped his mouth with his small pink paws.

"Clam it, kitty! Nailing the chopper from behind won't settle anything." Rattrap said while looking at his green eyed chum. The horned one added his own thought to the vermin's.

"Yeah. Like it or not, we got to let `em finish." Rhinox said glancing at the two and then back at the battlefield. Peter saw what was going on: he has seen it in Western movies and in reality.

"That doesn't mean we've got to like it." He muttered not knowing that the rhino had heard his comment. 'Just be careful, Optimus.' He thought since right away the ape gave him a Captain America vibe. Dinobot charged at Optimus, who simply threw him behind him; when he hit the path the fan was slightly damaged.

'I'll kick his tail if he tries something.' Cheetor thought as he gave off a small snarl. Rhinox and Spider were watching the fight with interest, and ready to step in if their leader should fall. The reptile leapt into the air, preformed a five mid-air spins, and tried to use his fan to Optimus' head, but he stumbled backwards when Dinobot landed. The ape saw the pieces his foot chipped off fall until he turned and saw the blue faced one. With a determined expression to the other's victorious one he gave the reptile an uppercut that left him dazed.

"I still live! Finish it!" He ordered after coming two and saw the sword of his opponent in front of him. Optimus, who was all for the rules of all Maximals never liked that option, and decided to tell the warrior that.

"That's not how we Maximals do things." He said while putting away one of his swords and offering a friendly hand up. This pacifistic attitude did not go over well with the carnivorous creature.

"Then THAT will have to CHANGE!" He said with his eyes turning from red to green. He then shot a small blast at Optimus, nothing too damaging – just enough to force him back. When the attack hit he let out a yell of alarm and stumbled backward. He found the same spot he made last time and fell over, but luckily his knees grabbed a hold of the edge. The bad side was that Dinobot slowly walked over to the down hero with his sword, which he dropped from the uppercut, back in his hand.

'Looks like this is it.' The rhino thought as he sunk his head downward. Spider-Man who was about to rely on instinct and rescue him as he saw the reptile place the tip of his sword at the man's face, but then he witnessed something out of character for an enemy. He grabbed Primal and threw him back onto the field.

"What are you doing? You'd won." Optimus questioned: also surprised that a Predacon did such a thing.

"You slipped. To defeat you in such a manner would be lacking in honor: I would not have earned the right to lead. I prefer to beat my opponents the old fashioned way – BRUTILY!" He said from a sigh at the beginning to nearly a yell at the last word; at the last part he charged his weapon and the two went at it again: this time with a sword fight.

"For a Predacon, Dinobot, you have qualities I could like." Optimus said once the two were close to one another. The raptor decided to be honest with his opponent.

"And you have proved to be a worthy adversary. I will have you recycled with full honors." He said back which that made Optimus angered and grateful at the same time.

"Well that's just PRIME." The two went back to fighting and no one, not even Spider-Man knew that they were being watched.

"Well, this is an interesting sight, yes: Optimus and that traitor – Dinobot: engaged in battle." Megatron said with slight amusement as he watched a smaller version of his beast mode and the ape fight one another.

"Who do ya thinks gonna win?" The second in command: Scorponok questioned their leader. One of the other three wanted to answer and he did.

"Ooh, Waspinator bet on Optimus." The green and yellow bug said to the others. The arachnid he was beside decided to tell him what he knew to be true with the rest of them.

"The winner isn't what interests me." Tarantulas said with an evil laugh at the beginning and an almost lip smacking sound at the end. Megatron, who did not like the last sound, looked back at him just the same.

"Nor me, no." He said and then looked back at the fight. As it was still going on he added, "How much more preferable would it be if they BOTH lost, yes?" He then decided to give them a better idea in his robot mode. "Megatron: terrorize!" After he said his activation code he instantly started transforming.

"Terrorsaur: terrorize!" The red one said and landed on the distant cliff edge that they were on once he was done.

"Tarantulas: terrorize!" He said and laughed evilly while snapping his pincers after he had transformed.

"Waspinator: terrorize!" The bug said while hovering in mid-air, and landed as soon as he was done.

"Scorponok: terrorize!" The last of the five yelled out with a scream and turned into his robot mode as well. It was only when they had that killing instinct that the human one of the group caught their presence.

'Spider sense, but where, Dinobot is fighting the big ape.' He thought before hearing the rat yell out in alarm to the others.

"T-yeow! Shift your scanners due east there pals – this party's got BIG time crashers." Rattrap said with a jerk of the head, meaning for the four of them to turn in that direction.

"Fire!" Megatron ordered and then he and the others shot off a total of eight missiles at the fight. The rest of the heroes saw this and one of them decided to warn his friend.

"Optimus!" Cheetor announced to the ape.

"Beast mode!" The leader said as soon as he saw the missiles. The moment he went from robot to beast he forced the now taller warrior off of the edge with him. The others saw this and guessed the work.

"Optimus!" The speed creature said aloud while looking at the chasm and saw nothing. He hung his head, believing the worst of it that was until…

"If you guys aren't doing anything…" The voice was Optimus: he was hanging onto the side of the rock while holding the raptors right robot foot. A series of laser blasts made contact with the rock so he added, "A little speed would be Prime." Megatron was happy over what he was seeing.

"Make them fall, yes!" The other four decided to follow Optimus' request and get out there, but first they needed more muscle.

"Let's go, Cheetor: maximize!" The yellow one said and went into robot mode. The tan one went next.

"Rhinox: maximize!" He transformed as well while making a couple heavy stomps. He then looked to the web-head who seemed to have something on his mind.

"I may not transform, but I think you guys are still short one." He said to the tall Maximal while pointing to the gray furred one: who glared at him for 'rating' him out. The heavy mammal saw that the last did not transform on his own so he 'tapped him on the head a few times.

"Heeeey, you get yourselves scraped because I aint-." Rattrap said at first while standing on his hind legs before the rhino pulled him up to eye level. "All right, all right." He said with a strained voice since the green ones fingers were around his neck. A different problem was happening to Optimus and Dinobot: as the two were hanging on for dear life the big ape heard the raptor groan out in pain.

"The Energon fields – I am shorting out." The brown armored one said with his circuitry beginning to damage him. Primal gave the other a frightful warning.

"Hold on! You can't transform in this position!" He said, knowing that it was true since he saw how the warrior went into robot mode.

"Release me, let me fall, and save yourself." The dinosaur yelled back, not wanting a fighter of such potential to end in such a manner.

"Now where's the honor in that?" He questioned with humor in his voice, despite the strain on his arm and leg. He then let out a gasp of surprise when the rock he was holding onto made him hold on with only one toe.

"You have no choice." Dinobot said after seeing the struggling expression on the ape's face.

"Then we both go." He answered back and his toe let go of the edge causing them to fall. Their fall was a short one thanks to the team's strong-man.

"Goin up?" Rhinox questioned after grabbing Optimus' left ankle and lifted. Spider-Man who stood to his left decided to give the raptor a hand. Once the warrior stood there he went into beast mode and looked at the strange creature before him: making his own opinion on the web-spinner.

'Interesting to say the least.' He thought while sensing the energy of a warrior in the scrawny body. The big man of the Predacon's side saw this moment were his former teammate, the Maximals, and the strange red and blue creature standing over the chasm.

"This is our opportunity, YES! All weapons!" He ordered to the rest of his troops. He and the others shot what ever weapon that they had while staying behind a rock shield at the enemy. The attacks on the stone bridge caused it to fall apart with them still on it. When the group saw that they all fled in this order: Dinobot, Spider-Man, Rhinox, Optimus Primal (using all four 'hands'), Cheetor, and Rattrap who was looking over his shoulder and watching the bridge's destruction. The rodent who ran out of bridge was about to fall, but his leader saved him; he did slam face first into the side of the rock. He groaned as soon as he hit the side and then looked down at a big dust cloud: formed from the falling rock. He then was put on the same ground as the rest of them.

"Your welcome." Optimus said, having a feeling that the rat was going to be ungrateful for saving his shell. The rat did not really make any eye contact, but he did still give off an answer.

"You're the leader it's your, uh, job." He said to the big ape who took a deep breath before leaving before he did something that he would regret. Back at the shooting range Megatron used his right hand and swatted Terrorsaur, who went back to beast mode after their attempt, in the back – out of anger.

"Incompetence, you let them escape." He said in rage, while not taking responsibility that he was firing too. His attention was turned to the scorpion of the group.

"Megatron, look up there: the missiles!" He said and pointed at the objects of their first attack with his left pincer. The T-Rex based creature watched the missiles and the mountain that they were heading to. With one BIG explosion the mountains top blew revealing the element they were looking for.

"ENERGON, YES. Raw, natural Energon crystal. I knew it here." He exclaimed while turning to his comrades for the last part. It was then he saw that his body was starting to short-circuit just like Dinobot's. "Quickly return back to beast mode." He ordered and the others followed orders. He was not the only one who saw the blue crystal: the Maximals did as well.

"Raw Energon. In it's natural form: its highly unstable. We're lucky those missiles didn't cause it to explode." Optimus said to them as he looked at the exposed treasure.

"If you can call it lucky." Rhinox said, making the web-head have a bad feeling – without the help of his spider sense. The feline saw the enemy on the other rock formation across from them.

"Megatron's on the move!" He exclaimed before using zooming option on his optic sensors, which Spider saw that it gave his eyes a bit of a red tint. "Bearing: 6175." The reptile who was resting his webbed hands on a jutted from the ground rock spoke up.

"He's after the Energon: a crystal that size would make him unstoppable." The raptor said, knowing how his former leader thought when ever it came to a power source. Rattrap, who by now followed their lead and went into beast mode, spoke in a combination of anger and sarcasm.

"Thanks a lot for the hot tip, Scale belly." He turned to the strong beast and added, "Rhinox – scrap this guy." The creature began stomping to Dinobot's backside: ready to impale him, but Primal stopped him.

"Hold on, Rhinox." He said with a jutted out hand, showing him to stop. When he did he, along with the others, could see that the carnivore did not like the sneak attack. After making sure that the rhino was not going to attack he turned to the honorable swordsman. "Will he send fliers?" He questioned: knowing that this man would now just how the Preds worked.

"Oh, for bootin up cold! Your not going to believe a Predacon: are ya?" Rattrap questioned in anger, angry that his leader was taking advice of the enemy. The big ape naturally did not like the tone of the smaller mammal's voice.

"That's may call." He said with a thumb to his chest. He then put his arms down and looked back at the lizard adding, "Will he?" The raptor, who was still looking at the mountain decided to answer the man honestly.

"Negative: the crystal is to BIG for the fliers to carry. Only Tarantulus has the skill to segment it." Already accepting the information the leader told the other four his plan.

"Then WE have to get there first! All SIX of his." He said: directing the last part to the rodent. The mouse was a bit slow on the uptake of what he meant.

"Yeah all six of us…" He said proudly before looking at his two small hands and then saw the problem. "You mean Chopper-face and bug-boy are comin with—we're all gonna die." He added with his head pointed down in despair.

"You coming Ratfink?" Spider questioned causing the mechanical mouse to see what the man meant by that.

"Hey, wait for me." Rattrap said and ran after them. While they were walking the web-head could have sworn he heard: short legs ova here; a line he remembered from the old movie: All dogs go to heaven. On the other side, on a different rock formation were the Predacons and Megatron stomping in the lead.

"So much Energon!" He exclaimed as he stared at the crystal in an obsessed fashion. "With a crystal that size the Predacon forces will be unstoppable. Yes!" He said while looking at his lackeys. He then looked back to the crystal and added one last thing, "The Maximals, and then the galaxy: will be ours to conquer." The two sides continued to the chosen mountain even at nightfall: which Spider was grateful that he was raised around New York, one of the best places for screwed up hours of work.

"How are ya feelin?" The rhino questioned the leader as the two of them walked shoulder to shoulder.

"Improved." He answered in a relaxed tone and continued, "I believe my internal repairs have been completed." He said that last part while looking at his old friend. The brown armored creature decided to get something off of his chest while they still had a second to breathe.

"I was wonderin: your flying robot mode would get to the crystal before any of us." He said and thought that he would accept it. The black furred leader understood his logic but he too had to be logical about this.

"No, we have to stay together." He said at first while turning away from their path to look at Rhinox. "The Predacons could attack at any moment and there may be other surprises on this planet." He added while looking back at the road he was walking on.

"There are – down there: look." He said back to the leader before angling his long head down to what he saw a while back. They all stopped for a moment to see the structure as well, a circular rock formation. One of the six knew of what it may have been.

'Stonehenge, but that impossible: according to history that structure wasn't built until – 2200 to 2400 BC. Then again different planet, different logic.' His mind was snapped back into reality by Optimus Primal.

"Hmm, unusual. Any opinions?" Primal said and questioned to the large member. The tech-head of the team answered in a relaxed tone of voice.

"Just one: its not natural. We didn't build it and neither did the Predacons." He then looked through the corner of his eye and added a thought to it, 'And I doubt it that this guy could have built it.' This time it was Rhinox that was interrupted in his thoughts only by Cheetor.

"Head's up!" He yelled out after a snarl: knowing the snarl would get their attention, and it did as the boss monkey looked up and saw the problem: air born Preds.

"Waspinator: terrorize!" The green one said and went into robot mode.

"Terrorsaur: terrorize!" The red one said and transformed as well. All of them wanted to fight back, but they were completely exposed, but luckily they had a man that thought pretty quickly on his feet.

"Over there: quick." He said pointing to a mouth with rocks inside. All of them knew that they did not have an option so they went into the area. Once inside they all Transformed: Dinobot, Optimus Primal, Rhinox, Cheetor, and Rattrap; without the use of their activation code.

"Defensive positions!" Primal ordered to the others. The red eyed rodent did not pay attention to the fliers and had his gun to the land enemy.

"What about him?" He questioned the leader, hoping that he actually came to his senses about trusting him. Optimus put his arm in front of the dino, glancing over and seeing that the warrior would not mind teaching the rat a lesson.

"He's with us." He defended, knowing that they were going to need his help on this fight with his former boss. The mouse did not move his gun away, but kept it still.

"I'm not buyin it just cause you say so." Rattrap said and was about to fire until he was pushed down by a red gloved hand. That action caused one of the shots fired to miss him.

"How about because those guys are shooting at us, mouse?" He questioned while trying to quell his temper, a temper formed from this guy being a bigot to a bot that just wants to help out. He then picked up the rodent and threw him to a boulder behind Optimus. Dinobot and Cheetor also took shelter behind boulders and they all fired their weapons: wrist mounted blasters, hand guns, and green optic blasts. After the two flew past the opening, gearing up for another series of blasts the good guys got a warning from Primal.

"Hold your fire, we could cause an avalanche." He said to them while looking at their roof. That rat: who was into saving their own hides had to register a complaint.

"You crossed your wires: They're comin back!" He said before pointing at the flying type opponents, who were all set for another shooting. Optimus saw them coming, he did not want his comrades under all of this rock so he told them of a new plan.

"I'll handle this." He then flew out of their hiding spot and to the others. After pressing a few buttons on his right arm a pair of missile launchers appeared on his back. As the two flew right at him their systems were affected by the exposed Energon forcing them to fire randomly. Primal in turn fired two missiles both zipped past them and then exploded almost causing them to fall from the sky, but by dumb luck they were able to straighten out. The leader stayed in place for a while then flew back down: mainly to join with the others.

'We've done our part: that should be enough time for Megatron.' The insect thought and knew that his fellow flier had the same idea; the two then high-tailed it away from the Maximals; praying that none of the animals would open fire.

"Now while they are weak." Dinobot said to the others and fired his optic blasts in short bursts. This caused one of the boulders to come loose right over Rhinox. The green faced bot saw it coming, and had every intention to dodge, but a pair of fists moved it away.

"You okay, pal?" He questioned the tall Maximal after putting his arms to his sides. He got a nod as his answer so he decided to add one of his trademark comments. "Good because I think I broke my hands." He shook them for a while, but while he was doing that he heard the vermin of the team speak in an angry fashion.

"I knew it ya traitor, ya tried to scrap my pal." The gray brained one said before slamming the taller robot to the rock hard ground. He was about to get up from that weak attack until he had a gun to his head. "Once a Pred, always a Pred." He said to him darkly and was about to fire. Out of hero instinct the wall-crawler was about to fire a line at the gun, but stopped when he heard the leaders voice.

"Ease off, Rattrap. It was an accident." Primal said while landing the last couple of feet. He was about to add that Spider-Man did save him, but was interrupted by the gun-ho bot.

"Says you." He said angrily and sarcastically. The transformed ape quickly covered the gap between them and answered him face to face.

"That's right: says me! You want to question my orders – one more time." He said while tapping on the gear that was on the rodents shoulder. The two gave one another their best angered glare without letting it go too far.

"I…ugh…I don't trust Predacons." He said back to his boss while getting off of the raptor and hitting him with his gun. He threw the gun away from his face before standing at almost full height. He had to sort of crouch just so the two could be remotely eyelevel.

"We've got enough trouble with Megatron's crew without fighting amongst ourselves. Now come on." Optimus said to his team with his back to them. The five knew that he was right and followed him while individually turning into beast modes. The enemy was now climbing the mountain, heading straight for the Energon deposit.

"So much Energon. Yes! I can almost taste it's power." The evil Barney said with complete greed. His daydream of chugging down the crystals as if they were an energy drink was stopped by the arachnid of his team.

"The Energon fields would destroy us as robots in less then a minute." The tarantula saw the look that his leader was giving him, it was a look that said, 'I know that you moron.' He continued just the same, "We'll have to remain in beast form, and Optimus and the Maximals are coming." For that part he shook his fangs in fear, and the reason of how he knew was not because of the flier's report it was because he switched his scanners for them.

"They will have to remain in beast form as well, and I will deal with Optimus personally." He said while looking at their battlefield. Both sides soon made it over there with minimal difficulty.

"I'll take a look first, you guys follow." Optimus said and looked over the edge and saw all of the crystals up close. He took a couple of steps onto the ground and was amazed at the size of the rocks that he stood around; he then saw Megatron on the other side. He let out a bestial roar and his two fliers also arrived. The Maximals stood ready with: Spider-Man, Rattrap, Cheetor, Optimus, Rhinox, and Dinobot standing ready. The Predacons stood there with: Tarantulas, Waspinator, Megatron, Terrorsaur, and Scorponok.

"Across the galaxy it has come to this, Optimus Primal: face to face, tooth to claw. Yes. Have you anything to say?" The violet and green leader said and questioned in a surprisingly calm way.

"I'd say that's Prime. Let's do it!" He said back to him before letting a gorilla roar out and charged forward with his team. The villains followed the same style and charged at them. Optimus went up against Megatron which the dino in question felt about the same uppercut that Dinobot felt back on that natural bridge. It knocked even a T-Rex for a loop since he hit the ground hard.

'Okay, Bug-face, round two.' Cheetor thought as he was facing the same Pred that shot at him earlier. With a successful pounce the fight was pretty much done.

'You will pay for betraying our great leader traitor.' The scorpion thought as he fought against Dinobot who tried biting him, but couldn't get past the pincers.

"This'll be over quick." Rhinox muttered as he charged at the prehistoric bird, but Terrorsaur used his right wing as a Matador cape and made the rock behind him the target. The bad thing was that he tore through it just like the roadblock earlier.

'Time for a little fun with this bug.' The gray furred mammal thought while squaring off with Tarantulas. The bad spider tried to grab him with his first two feet but he jumped out of the way. He looked around before Rattrap landed on his head and began pulling up on his fangs. Spider-Man on the other hand was perched on a tall crystal watching the whole thing.

'Man, these guys seriously hate each other.' He thought as he saw the action. He saw Scorponok and Dinobot at it, but he was mainly concerned with the leaders going at it. He saw that Primal tried to Football tackle him, but was denied by Megatron's big beast mode head. The ape was on the ground trying to prevent having his head bitten off by the carnivore.

"Admit defeat, Maximal. The Energon shall be ours." He said clearly despite having his mouth held shut. The leader of the heroes was not about to give up just yet.

"Not if I can help it." He said back, and then with all of his strength he threw his enemy into a pair of rocks that acted as pincers. As the primal human stood he saw the red and blue creature leap from his perch and onto the battlefield.

'Those two are having so much fun: I hate to spoil it, but I bet I know who would.' He thought and headed for the brown lizard. Back at the fight with Primal he saw the big dinosaur try to get out, but he tried to convince him otherwise.

"Surrender Megatron, your trapped." He said hoping that this fellow transformer would take the logical approach. The bad thing was that he did not.

"NO! You shall not defeat me!?" He shouted in anger before breaking free from his organic prison. He then charged full speed at him, Optimus tried and failed to stop him; causing him to slam into a thick chuck of stone. Taking the opportunity Megatron then bit into Primal's left knee once to get him out of the small crater, and a second time just for laughs.

'Running out of time.' Parker thought after hearing that scream. After a quick look around he saw who he was after: Dinobot. 'Don't worry Optimus, cavalry's comin.' He thought and went over to him. Back at the leader fight the ape combined both fist and hit the dino on top of the head a couple of times. That forced him off and hit the ground with his tail to the Maximal leader which gave him an idea. Optimus took the tail and spun him around three times before letting go: he hit the remaining side of the mountain that was still rock and slid down. Once he was on the ground he focused his attention on Optimus.

"It is over Megatron." Primal said while sitting on his butt. The damage to his knee was so bad he could not stand and he was also doing his best without slipping into repair mode. As this was going on Spider-Man had gotten to Dinobot.

"Yo, leather-lips, Primal needs back-up." He said while holding the scorpion's tail. He could tell by that snarl that he was not interested, so he tried a different tactic. "Think of it this way, if Megatron wastes Optimus then you won't get to see who the stronger boss man really is." He told him while throwing the second in command bowlers style, but it was not very far since he dug into the ground. The raptor ran off leaving the arachnid to deal with the thick skinned pincer user. 'Lucky me.' He thought while thinking of what to do. Back with Megatron the T-Rex was did not liking where his fight was going.

"It is never over! No!" He shouted out of anger and then transformed. "For if I must die I shall take you with me!" His speech was a little off since the surge was already affecting his systems. He fired a missile at the down leader, but it was readjusted when Dinobot walked past and bumped it with his tail. The missile went past Primal and hit the Energon wall; which caused the whole place to shake.

"It's gonna blow." The rhino said to all as he saw the chain reaction happening. All of them saw the vibrating crystal, but did not know what to do. Thankfully the cheetah gave them all an idea.

"Time to fade heroes." He said to his comrades to give them the hint of leaving. Spider-Man on the other hand rushed over to the ape.

"Rhinox, over here." He said and the four legged one in question got over there. "There ya go Optimus." He said as he helped him on the ivory wielder who charged straight. The good arachnid tried his luck of web-slinging out of there, and while in the air he saw the red eyes of the tyrant turn dark. As soon as he and the others were off of the mountain the evil creature came back on-line just long enough to be knocked away by the shockwaves of the explosion.

'Guess that fight was longer than I thought.' He thought while looking at the now blue sky. He was with the other five and the only thing that they had to worry about was falling debris; which out of instinct he created a web-shield to try to defend. The only chuck that proved to be a danger was the one the rodent dodged.

"Thanks." Primal said as he stood on a completely restored knee. The lizard who stood beside him did not want him to get the wrong idea so he decided to counter with a statement.

"My action did not imply loyalty, Optimus. I owed you my life. Now we are merely: even." The proud dinosaur answered back with his hand going from his chest to the ape.

"I'll accept that." He said with a deep sigh. Rattrap spoke up right after that.

"Well at least Megatron's gone and so is the Energon; so it's over." He said with great praise. "Can we go home now?" He questioned with a tone of a whine. He was expecting an answer from his friend to the left, but it was his leader that spoke.

"No, Rattrap. For now we're stranded here with the Predacons on this unknown planet. Megatron may be back and there is still more Energon. If they ever got enough – they could conquer the galaxy." He said and saw that his small friend was getting depressed with his realistic speech. He turned away from him and over to the mountain and continued, "So for now let the battle be here on this strange, primitive world and let it be called: BEAST WARS!" He shouted the last part with a raised fist. The arachnid listened to it all and knew that they were going to need his help.


	3. Chapter 3

Spider-Man is owned by Marvel

Beast Wars is owned by Hasbro

Chapter 3

The web

It has been a while since the New York's source for arachnophobia: Spider-Man became part of the 'Beast Wars', but he had adjusted quite well. He was their fighter, and somewhat of their scout. Sadly he, and two others hadn't figured away to speak to one another in the distance until… "Good work, Rhinox." Their leader said after seeing a prototype that their technician has been working on besides retrofitting one of their most prized devices.

"Well, still needs a field test." The green skinned one said with a sigh, and a shrug of the shoulders. He did appreciate the good word, but he didn't have much faith in it since he cobbled it together with spare parts.

"Test?" The speed factor of the team questioned after racing through the only passage that led to the chamber the two were in. "I'm your bot. What's ya got?" The spotted one questioned after leaping and landing on their command room table. He prayed that they would tell him, and not question how long he has been there - listening.

"Rhinox cobbled together a new com link. It's going to solve our long range communication problems." The head ape said back while ignoring the how he heard the word 'test', and just told him straight out. Unknown to them was the sixth member was ceiling crawling to them.

"If it works." The inventor commented; still not trusting his expertise on building new things. It was then that Peter decided to alert them of his position.

"Aw, what's the matter, guys. You didn't like my smoke signal idea." The red and blue outfitted wonder said causing them to look up. He released his hold on the ceiling, and fell to the floor feet first. The two wiser ones ignored his comment, and ordinarily the young cat would comment to that sentence, but at the moment he was too excited over the new toy.

"Then let's find out." Cheetor exclaimed before swiping it out of the inventor's open hand, and sniffed it. "Whoa. Ultra gear." The rookie commented after a few sparks came out of the device after he smelled it.

'I don't like where this is going.' The blunt one thought before looking at his commanding officer with a raised eyebrow. In that moment Optimus got the idea, and decided to talk to the speed warrior about it.

"Cheetor, it's a valuable piece of equipment. Take care of it." The leader said to the child, and put emphasis on the second sentence since he knew that this new guy tends to overlook safety for fun whenever he goes out.

"I copy, big-bot. What do I do?" The cat said in a serious tone, but switched to an excited tone for the second sentence. The main fighter took it from the other's paw, and gave the purpose in a blunt sense.

"The device is voice activated. Just talk into it, and we'll hear you." He said and pressed it to the guinea pigs upper left leg. Once it touched the fur a tube came out and secured itself to the limb.

"We hope." The tech-head muttered under his voice since he was still sure that this was a bad idea. Ignoring the naysayer Optimus sat in a jutted out chair, turned it around, pulled it closer (due to the single track it was attached to), and activated the monitor before it.

"Head away from the base at Vector-Omega, and check back every ten micro-quades. We'll see how far we can track you. Now if you encounter any Predicons return immediately." He instructed after looking at an overview of their base, and the area around it.

"I'll be moving too fast for them to see me." The test subject said back before adding an animalistic snarl, and leapt off of the table.

"Besides, he'll have me backing him up." Spider-Man said before following his fellow Maximal to an elevator. The second choice watched them leave and was not sure that this was a good idea.

"Mmm, Mmm. Mmm." The rhino sounded off after they had left with a slight sway of the head. The ape heard him, and could only chuckle at first.

"They'll do fine." The black furred one commented in a reassuring way since he had faith that the two would not engage in any Predicon battles; just test the device. Outside the two used one of two tactics that they have been practicing whenever they went out on recon: Parker shot a line on Cheetor's back, and glided on the heels of his boots. While they were testing out the latest good guy gimmick another pair was working on something else in a rocky terrain.

"Megatron will reward me for finding this." A purple scorpion commented after tossing a few rocks off of a metal object. The second best Predicon placed his pincers on the device and pulled causing him to add, "If I can ever get it out of this blasted rock!" With a roar of aggravation he released the device and took a few paces back. "Scorponok Terrorize!" He shouted before turning into warrior mode, and the second he did the enemy to the spider opened fire with one of his missiles.

'What was that?' The web- spinner thought while looking around the rock based terrain his ride ran toward. "Did you hear that?" He questioned aloud before feeling that his friend came to a stop. 'Guess so.' The hero thought before looking around.

"Cheetor to Optimus. Do you read me?" The tester said while speaking into the device near his upper left shoulder.

"Yes, and they're over five micro-quads away. Looks like it's working." The leader said while looking at their blips on the screen. He was feeling as though the device was truly going to do as it was programmed, but there are those that were unbelievers.

"So far." The pioneer of the device said as he looked at the same information as his leader was, but he still had his doubts.

"I just heard some explosion. We're going to go check it out." The young one said back after listened to their small conversation. "Talk to you in a minute." He added before cutting off the link. The feline started to race to the noise with his battle buddy gliding behind him not knowing how surprised the two were after hearing the 'E' word.

"Explosion? Cheetor, wait…Don't." The leader said back, but the only sound he heard was that of the computer itself.

"He's moving again." The machine expert said to his boss in a 'stating the obvious' tone. The two watched the two blips on the screen causing Prime to not be happy about his friend's call.

"I'm going after `em. If either of them call in tell them to get out of their - NOW!" The ape said to his fellow herbavore before standing up, and heading out. On the outside the two were heading off, deeper into this rocky cavern. The slinger only had a very vague estimate over where it was, but his partner had a better range of where.

'This is a bad idea, but sadly it's the only way us new guys learn.' Peter thought while knowing that what his cat comrade was doing was a bad call, but he let it slide since he knew this was what his pal needed. The two arrived near the spot, but stuck to hiding and watching for a while.

"Uh-oh." The warrior in training said after seeing the source of the boom went into beast mode, and started pulling out the black plated device. "This is trouble." He added before glancing over; seeing that the enemy was still having problems allowing him to add, "Cheetor Maximize." The speed creature took two steps back before he transformed, and took a few steps forward; still trying to stay hidden.

'What was that.' The spinner thought after feeling his early warning system go off causing him to look around. 'This is probably going to be a two person ambush.' The hero thought, but was still unsure as to who was the other one.

"Cheetor to Optimus." The tester said, grateful that the device was transferred to his robot mode left arm instead of staying on his beast mode limb.

"Optimus is on his way. He said you should get out of there." The second leader said through his side of the link even though he knew that this plee would be pointless. Cheetor wanted to obey orders, but at the same time he wanted to prove himself causing him to go for the second option.

"No can do, baby blue. Scoronok's here, and he just found a mega-cannon. It must have come from their ship. I…we've got to stop him before he gets it back to their base. Cheetor out." The informant said back before cutting off the com link. The cat turned to get a better vantage point, but not before getting the other's attention. "Come on. Let's stop old clawful and go home." The teenage-like machine said to the one just sitting on his heal, on the rock.

"Hmm, still operational. Megatron will be pleased." The multi-legged menace said in an almost giddy tone of voice after seeing a blinking light on the device. The duo stood behind him, and heard his sentence, but ignored it. Neither liked attacking from the rear if they had a choice, so one decided to say something.

"And you'll be slag if you don't stay right where you are, Clawful." The cat announced causing the enemy to hop of his being startled, but then regained his composure.

'Luckily I came prepared.' The opponent thought before turning about and started to snap his pincers in rapid succession.

"Clicking makes me twitch, and there's a full charge in this beauty." The cat warrior said, not thinking that the clicking had another meaning other than fear. At first the villain liked that fact, but he did not like how the other was looking around.

'This isn't good. I better…' The scorpion thought while edging back over to the discovered weapon.

"Unh-unh. Away from the big boomer, but-ugly." The yellow/black fighter said back with his gun still to his enemy. He agreed to that request causing the gunman to lower, if it was even up, his guard while testing out the com link on his arm. "Cheetor to base, I got the gig in hand. Tell Optimus to hone in on my signal." The fighter said, knowing that they had yet to give their friend any form of com link, but thanks to one of his spider tracer they were at least able to track him.

'Something's not right around here.' Parker thought while feeling his spider sense go off even harder. He ignored it for a moment since he heard that his friend was having difficulty with their new device.

"Cheetor to base. Come in Rhinox." The tester commented after not receiving any feedback from the device. Unknown to the cat, but not the spider was that the second half was slowly showing himself to his rear.

'Finally.' The second in command to the enemy thought after seeing black legs from a tall rock formation behind the two. He tried to advance, but was stalled again by the gun-totter.

"Uh-uh. You're making me twitch again." The cat warned in a cocky tone, but the confidence was quickly shot down once he heard a new voice on the field.

"And I'll make you scream." The voice belonged to the other purple based Predacon - Tarantulas, who finished with his own style of an evil laugh. The two turned to the new threat - ready to use their own spontaneous ideas on this foe.

'Net `im and question `im.' The New Yorker thought and stuck out his arm, but did not get the chance since he fled from the other's eight piece rapid fire tactic. 'Smooth kid.' The fighter thought as he glanced over to the com link kitty.

'Now's my chance.' The second foe thought as he saw that they both had their backs to him. "Scorponok Terrorize." He shouted and once again went into his robot mode. The creature opened his right pincer missile and aimed for the cat, since after a few more past skirmishes they all knew of his sixth sense.

'Don't count on it.' The hero thought after feeling a familiar pain in the back of the head and seeing the pre-fired missiles. The warrior took a chance, and went for it. Instead of grabbing the missile and trying to throw it back he instead tried web-punching the head object at an angle forcing it to blow behind the two of them.

"YES!" The missile user shouted in praise as he saw the two downed heroes through his yellow visor. 'But I can do better.' He thought and saw The preditor of the spider was going to make good on his thought until his partner sounded off.

"Better grab that weapon while you can, and get it back to base. Optimus is coming." The other voice said, but the fellow Pred could not seem to locate the source of the voice. Even with that in mind he still found the courage to shout to the empty sky.

"Don't give me orders. I'm second-in-command! You will take the cannon back, and I will see to Optimus. You hear me!" The other shouted to the other voice, but grew worried when he did not hear a response. "Tarantulas? Tarantulas?" He questioned out of fear before looking into the sky and saw something coming right to this area.

"Spider-Man? Cheetor?" The jet based flyer questioned while activating his com link. "His signal stopped. Could be energon interference. Better use scan mode." He concluded after a sigh of annoyance. The fighter then used his optic ability on the land below him.

"Targets spotted. Locking in." The computer built into him said to him as green crosshairs locked onto a white blip.

"Cheetor! Spider-Man!" He shouted in surprise when he saw that the single blip was not moving.

'Have to at least hide with this thing.' Scoronok thought after turning back into beast mode, and dragging the weapon out of sight. When it was hidden beside some fallen rocks the leader to his enemy landed and saw the devistation.

"Cheetor. Spider-Man." He shouted after seeing a bleeding hero with a nearly busted left fist along with a moderately damaged transformer beside him. "NO!" He shouted in anger before seeing the yellow eyes of Cheetor turn black. At that moment Primal put each of them under each of his arm and took to the air.

"Aaaah!" The feline screamed after being blasted in his dream the same way he did in reality despite that in his dream he also took down three Predacons - Megatron, Terrorsaur, and Waspinator. The first thing that he saw was a Maximal base ceiling, and then his friends.

"Good as new." The rhino said to the other after forcing him back down to the table he was on. The gray furred scout popped up over the scientist's right shoulder to make a commented over his comrade's reaction.

"Yeah, and twice as loud. Ow!" The rat dug into his right ear; making sure that he could still hear out of it. The cat turned from the two and saw his boss, in beast mode, glaring at him.

"Hey…big-bot, what happened out there?" The blue faced warrior questioned nervously as he sat back up with a calmer attitude then before.

"You almost got turned into scrap thanks to a Predicon missile. Guess you're not as fast as you thought. Huh, kiddo." Rattrap said to him while munching on the remains of an apple that their spider chum had a few days ago, thanks to their synthesizer.

"And you got my com link trashed." The green armored man said to the kid in an even angered tone. Seeing that they were angry at him the cat did the only thing that felt natural to him - talk his way out of it.

"Hey, at least I proved it worked." The rookie commented with a smile before a question was heard.

"Rhinox said you reported something about a mega-cannon?" The leader questioned while keeping his anger in check. The cat looked over to the leader and decided to answer truthfully.

"Aw, that's right. It must have blown off their ship in the crash. Scorponok found it so I catted in and got the drop on him." The proud warrior said to them happily explaining his bold feat.

"Pe. I'd, uh, say that you were the one that got dropped." The rodent explained bluntly after seeing the cat's shell on his return.

"Hey, Tarantulas was there too. He got behind me and when I tried to take him out…" The cat was about to make something up, but his boss finished his comment for him.

"Scorponok capitalized on your mistake. If it wasn't for Spider-Man's quick wit your damage would have been more severe." The ape shouted back to the new guy with an angry glare evident in his eyes.

"Yeah, I guess so." The other said in defeat knowing that he had screwed up.

"Rhinox worked on that com link for a month! And he doesn't have the components to build another one. You've cost us an advantage." The black furred fighter said back while trying not to think of the organic warriors left fist, or about the blood he lost on the way back.

"I couldn't let him get away with that cannon." The tester shouted back, trying in vain to protect his good name.

"Oh yeah. You, uh, took care of that real good kiddo." The rat themed transformer said to the calamity cat while pointing an accusing finger to the creature in question.

"Back off, rat-face." The angered Maximal said back in an annoyed tone before transforming into beast mode. "Or I'll have a little vermin on a stick for Lunch." He added and finished with a snarl,, but the snarl was stopped halfway.

"You back off, now." The ape said after grabbing a tuft of fur on the back of the spotted one's neck.

"Sorry, Optimus." The other said since he did not want to make his commanding officer mad even though that for the moment that was too far gone.

"Sorry isn't enough. We're in a war for survival, and you treat it like a game. If you had obeyed orders all of this could have been avoided - we'd still have a long range com link, and Spider-Man would be fully functional." Optimus said in anger before calming down a bit and finished with, "I'm going to call Dinobot in from the perimitar. We'll need his knowledge of the Predacon base to do something about that mega-cannon.

"I can get inside their base. Let me do it Optimus." The cat offered, wanting to make good on the foul-up.

"You've done enough." The leader said back before leaving the small repair room. The other three were curious over what to do next, but their second-in-command knew what his old friend wanted.

"I better come up with a plan. If I know Optimus he'll want to move fast." The green fighter said to them while looking down upon the creature they often used as bait.

"Yeah, with me in front. Ha, no thanks partner. The pussycat got us into hot oil. Let him dance into Predacon HQ." The rat said while looking at the animal in question who was now sitting on the table while still in beast mode.

"Well at least I'm not afraid to do it." He answered back since that was how he viewed their demolition expert - coward.

"Ya know, that is why you mess up kiddo. You don't have the sense to be afraid." The older warrior said back while emphasizing the word 'be' on his second sentence.

"Oh, yeah?! I'll show you what I have the sense to do, motor-head. You and big-bot." He shouted back and after looking at the only one in robot mode he fled through the opposite door.

"Mmm. Mmm. Mmm." The brown plated one muttered after seeing what just happened to his two friends.

"What?" The smaller of the two questioned even thou that he knew that the resolution had something to do with him.

"You know what he's going to do." The taller of the two answered calmly since he knew that they all had done something like this.

"Aw, he's just…he's just grinding his gears. I mean even he's not dumb enough to disobey the great Optimus again." The mouse man said back; trying to believe his own words even though that he should know better.

"Uh-huh." The other said back. Causing the second to realize that the smarter one wasn't going to let this go.

"Ok, ok, ok. I'll stop him." Rattrap said back before muutering to himself, "If I can catch him. Sheesh, now I have to got get him." After he left in a semi-huff the other could only smile at the ploy he had just made.

'Man, this hurts.' Peter thought as he sat in the small metal room. The hero of a modern-themed village could feel his arm slowly being put together after the missile blast. 'Good thing I have an enhanced durability.' He thought while still feeling his bones becoming whole thanks to the device he was in.

"It would seem Maximal sentiment has spread to even that organic." The reptile muttered to himself once boarding his new home. The web-head heard Dinobot and for some reason he thought of his old friend Wolverine when the dinosaur spoke. Just as he was about to mentally think the builder of the team for retrofitting other materials: such as his physical body along with the costume itself until a tail slammed into the windowless cage. "You should have let the missile strike that troublesome hairball." The brown scaled one commented before walking off.

'Sorry, Dinobot, but that's not my style. Not anymore anyways.' He thought before activated the doors from the inside.

"Alert - Unit Spider-Man's body is not fully restored suggest extended rest in the CR chamber." A computerized voice informed while projecting on one of the screens how bad of a shape he was in.

"I'm fine. Just turn off that info before the others come." He said and watched as the machine did so. 'Okay, you just botched a simple experimenting mission, and by now got harassed by the other Maximals. What will you do?' Spider thought before heading to one of the elevators knowing the cat's gameplan all to well - unable to do a simple thing, and now going to extremes. "Hey Rattrap, wait up." He shouted after swinging from the belly of their vessel and landing a couple of feet or so away.

"Hey, shouldn't you be resting, bug-boy." The gray furred man said while staying in beast mode.

"I got board, and besides I was there too. I have to do something as well." He told the, for now, shorter man.

"Ugh! Whatever, just stay out of my way." The vermin said back before putting his nose to the ground and began to sniff the ground beneath them. He had to do so because this 'sharing the blame' thing to him was something their leader would do. As for their enemy - Scorponok and Terrorsaur were installing the cannon on a stall platform along with Waspinator doing recon, but unknown to the three of them was that a Maximal has made his way onto their soil.

"Gotta move quickly." The spotted one said after glancing over his right shoulder. He made his way over to the pit that held the alien space craft, but after getting halfway there he went into a prowling crawl. "All I have to do now is wait for the right moment." The cat said as he tensed his legs to jump not knowing of the hidden passage behind him or of the one bot ambush.

'Now's the time.' The bot inside of the whole thought before firing the anchor shaped hook near the intruder's lower right leg. When it was at the spot the Pred wanted it the device was pulled forcing the cat into the darkness. The attacker laughed at the now unconscious cat at his feet.

"What?" The yellow/black furred one questioned after taking it a look around once he came to. All around him was nothing more than a endless cave, but he couldn't make sure because he was also concerned how none of his four paws were on the ground. His attention was soon focused on a laughing creature over to his left.

"Welcome." Tarantulas said to the victim as he stood, in beast mode, beside a console of some sort.

"Oh, brother! You need a maintenance bot badly." The cat said back with a groan as he tried to clear his head. The antagonist arachnid on the other hand chuckled evilly before pressing an up button on the console. When he did eight green lights lit up in between the white arrows. The moment he did that an enormous pain filled the back of the rookie's back.

"You're in a stasis-web. It drains away the energy, but leaves the flesh alive. At it's current setting this will only take a few moments." He informed his victim while ending in a laugh. He then turned down the power to only five lights, and finished with, "But I find a slower pace makes the vital fluids taste so much better." He ended that comment with another evil laugh.

"Whoa. Your one space happy spider." The Maximal said back after gasping for air once he felt the pull lessen greatly. "Cheetor Maximize!" He hero-in-training shouted when he saw his opponent close in, but felt nothing in return.

"I'm afraid the web makes that impossible. Cat you are and cat you stay, and when you're energy's gone…I feast." The opposing spider said as he climbed onto the web, on top of the enemy.

'I don't know which I should be frightened of his threat or uncomfortable that he is this close to me while I still function.' Cheetor thought as he listened to the evil laugh. 'Since I can't make up my mind I'll simply go with both.' He added and then prepared for whatever he had planned. While all of this was happening the dino and the ape were in the war room trying to come up with a strategy.

"Frontal assault - NOW! Before Megatron has a chance to use the cannon against us." The former enemy demanded since he knew that is what he would do with the salvaged weapon.

"Impossible. The modifications would be too extensive. He's more likely to place it as a deffensive weapon. Question is - where?" The leader said back since he had a feeling that this latest Megatron would do something like that…until he made the needed modifications. About that time the third and last member of the team had arrived at the table in beast mode, just like the others. "Rhinox, this is your specialty, take a look." He said to the brown themed mammal. The head hero was about to look at the holographic display, but stopped and looked for the others. "And where's Rattrap? I'll need him to scout." He said since he believed the feline was in his room and their arachnid was still repairing himself.

"Uh…still talking to Cheetor." The persuader said back and prayed that his old friend would not see past that comment.

"We waste too much time talking! We must act!" The war-based warrior shouted in rage after a short snarl. This got the leader to focus on something other than his teammates.

"Rushing in headlong won't help." The black furred beast said back while trying to speak in a level tone to the other.

"NO! NO! NO! Destroy them!" The lizard shouted back in the same rage as his earlier comment.

'I know I should focus on where the cannon would be, but this is seriously more entertaining.' The inventor thought as he tried to split his focus from the spiraling hologram and the two to his left. Near the last spot of the spotted one was their spider and the rat.

"Man, oh, man! I've got to have a bug in my program to be doing this for that dumb feline." The rat said as he walked around that lava themed location. The alley was right behind him, struggling a bit due to not being at full, but he could deal with that.

"It's either that or you want to prove that a rat can outshine the stronger species anyday." Spider said while trying to be funny even though he had never dealt with a situation like this before.

"Please, I can do that without looking for that short-circuited sissy." The mouse man said while still looking around. "UGH! I can smell his stench even in this sludge-box." The scout said while resting his front paws on a flat rock. "Hey, somethins weird here." The recon expert informed the other after losing his balance on the rock. He then pushed the rock a bit, and saw that there was a hidden passage.

'These guys have a mole bot?' Parker thought before following him. 'That wouldn't make sense - the Predacons chose prehistoric, or intimidating forms, so none of them or new guys would choose something like a mole.' He thought while crawling, and when the two reached the end they saw that they were in a cave near a bright blue web.

"Not long, now." The mechanical menace said with an evil laugh at the end when he saw small red bars on the screen: telling him that his prey was almost done.

"This is a dumb plan, web-face. I don't have any real blood; just mech fluid." The former speed creature said back; praying that his fellow Transformer would show him mercy.

"Oh, my filters will adjust. It is the act I enjoy more than the nourashment." The villian, who had gotten off of his prey to get a better view, commented out of evil glee.

"You know, you are one sick bug, eight eyes." A voice said from behind him. This caused the main foe to turn about and saw a rather large rodent before him.

"The Rat!" He shouted in anger as he saw the latest Maximal member. With his green eyes he saw another figure sliding down on a web-line upside down.

"And don't forget about the better looking spider." The web-spinner for the heroes said while still dangling there.

"Anyway, how about you let our pal go." The rat said to the enemy since he just wanted to get the fellow fur-ball and get out of here. The second hero switched back to standing mode since he had a feeling that things were about to get loud.

"Tarantulas Terrorize!" The opposing spider shouted and went from beast to bot.

"Rattrap Maximize!" The hero said and too went from beast to bot. The moment he was in robot mode the purple predator fired off a shot. As the rodent gasped and leapt away Spider-Man merely leapt onto a support columb, and jumped from there to where his friend was. The projectile on the other had it a natural support column in the distance.

'Maybe I shouldn't discharge my weapons underground.' The spider thought as he looked around and prayed that the location wasn't coming down on him which thankfully it wasn't. The rodent pulled out his gun and fired back at him while hiding behind some thin rocks. The other jump/rolled away from the return fire, and shot back grazing the cover the two were using.

'Really getting cheesed off here' The red eyed wonder thought in rage and returned fire.

"Now, he'll have you for lunch, web-breath." The cat shouted back, feeling some of his confidence come back after he saw that his friends have come to his aid. He quickly gasped out of fear when the gun was pointed at him.

'Not quite.' He thought to himself since he still enjoyed the show so he simply turned the suction to maximum.

'Not that.' Cheetor thought out of fear before gasping from the draining.

"Thermal scan." The predator said which triggered a new optical device which did as it was named. He saw his prey and fired; this time the rat got struck but his friend was able to leap out of the way.

"Okay, got a plan to handle this heat seeking headcase." Spider said to the other hero once he landed. The other warrior did not listen, but looked at his surroundings for a moment.

'This gun won't do.' Rattrap thought as he put it away after sitting down for a moment. The organic being saw that and then watched as the scout activated a secret compartment on his right arm which exposed a small black/red device. After pulling it out the secret compartment closed, but what surprised him was the fact that the loud hero gave the web-head the device.

'I get it.' He thought after feeling that the device was warm. With nothing else to say he ran off with it. The demented scientist saw two heat signatures run from right to left so he slowly followed after them.

'They can't hide no matter how fast they run.' The enemy for the day thought while walking over to the two opponents.

'I guess this rock will do.' Parker thought and placed the device on the small ledge above him and pressed the big red button. 'Now I guess I just wait.' He thought after he saw that the other ran off to get into a better position.

'I see you.' The other spider thought after catching a glimpse of the two in question, and then activated a missile option on his gun while heading over to the duo. 'Can't be too hasty.' He warned himself while hiding on the other side of the pillar that 'they' were using, but after getting a better grip on his gun with his pincer he chose to attack.

"Hey there, Trap-Door, you were expecting more than a fellow spider?" Peter questioned as he saw the mechanical man deactivated his thermal eyes, and was staring at the red and blue foe along with a red and black box. His questioning face was answered when he heard the sound of a powering up gun from behind.

"Tsk. Tsk. Fell for the old hot box." The rat explained to the enemy. For a moment the two shared a stare down, but the third knew that wasn't going to last so he readied his body for the climax of this meeting. Taranulas aimed but the Maximal ducked down and took out the other's right leg; when that happened the Predacon fell to his back and fired his missile to the ceiling.

'Knew it was going to be loud.' The good web-spinner thought as he leapt from pillar to pillar to get away from the falling rocks, even though they were only falling on top of the enemy robot.

"Hang on, kiddo." Rattrap said to the drained teammate and then began pressing the two buttons randomly.

"Unable to respond. Incorrect energy signature." The voice inside of the console informed the hero. About that time the third hero in the cave landed and saw what was going on.

"Let me see if I can't crack this guys code." Spider said to the rat who took a few steps back, so he could do as he requested. 'I hope I can do this.' He thought as he glanced over at the cat in the cobweb. With the thought of saving a fellow warrior in his mind he tried it, but got the same answer as the first one.

"Unable to respond. Incorrect energy signature." This got on both of their nerves and in his frustration Peter accidentaly activated a hyper function.

'Oh crud.' He thought as he heard his friend really gasping this time. Instead of pushing the buttons with his fingers the red and blue wonder began punching and kicking it, but got the same answer.

"Unable to respond. Incorrect energy signature." The red eyed rat had heard enough and gently placed his hand on the fifth Maximal's shoulder.

"Nice try, bug, but I think it needs my kind of signature." He explained while pulling out his gun. With one shell the device plummeted to the base of the cave. After a victory laugh the blunt thinker went back to his friend. Thanks to a dagger, hidden in his arm, he cut the web, and freed his friend.

"Hey, rat-face, what's the good word." The speed creature said after shaking his head and felt some of his energy return to him, but not all. Spider saw that he was carrying the cat by himself, but he wouldn't have that.

"I'll help you out." He said to the two and gently took Cheetor's upper right limb. The rodent took him up on the offer and did the same to his left. After they took a few paces the web-spinner on their side stopped as a whole. "It's not over." He informed them causing them to stare at him in confusion until they heard an unfriendly voice.

"Game over." The thoroughly trashed machine said to the three of them. The triplets saw that he was trying to aim at them with a highly damaged right arm. "Give my regards to the inferno!" He shouted at them before firing. Thanks to the leg strength and timing of Rattrap and Spider-Man they missed the missile and the explosion.

'Got to move fast.' The New Yorker thought as he realized that three of them were in the air, so out of instinct he grabbed the cat by the tail, tossed him to the rat, wrapped his arm around them as good as he could, fired a line, and was able to get a better distance from the boom.

"NOOOO!" The bad spider shouted as he saw that they survived the attack, and then realized that the location really was coming down around him this time.

"Smooth one, bug-boy." The rodent said after the three of them tumbled after the web-spinner released his line. Before the other could come up with a quip he saw the other run off with their beast mode chum.

"Oh right. Running for our lives." He said and went back to swinging away. The off balance opponent took a rock to the back followed by several more. The good guys on the other hand were able to get out of the secret hideout with little injury.

"I may hate that rat, but I truly dispise that spider." Tarantulas said after forcing his head out of the rock pile that covered his body. As luck would have it there was one last rock which struck him in the jaw. The three of them winded, in their own way, over what happened in the underground simply walked back home.

"Listen guys. I need you to do me a favor." Peter said to the other, the two looked at him with a raised eyebrow expression. "Knowing the other's they are probably still arguing, and I need to get back into the CR chamber; mind stalling." He requested and got a shrug out of the rodent and a nod from the drained cat. "Thanks." He said to them as they continued on.

'This isn't going to end well.' Cheetor thought as he and the other Transformer took the back way in, and had neared the other. The second one saw this, and knew that the inexperienced fighter still didn't need this.

"Hey, uh, fearless leader what's the haps." The scout said to the man in charge with a shrug of his mouse-like shoulders.

"Where have you two been?" He questioned/demanded to the two behind him after turning to face them.

"Just hawkin around. You know, Cheetor needed some activity. You were kind of rough on him before. Everybody makes mistakes." The loud mouthed one said to their boss. The comment caused the others to look at their leader for his reply causing their organic friend to leave the saftly of the ceiling tiles and sneak back into the machine.

"Safe." He whispered to himself before activating a hidden panel which activated the healing process. Once safe he heard his leader's reply.

"Oh, maybe you're right. I'm sorry Cheetor. I shouldn't have been so harsh." The leader said to his follower in a calm tone since he knew that he was out of line earlier.

"No, you were right big-bot. I messed up, but I won't do it again. From now on this cat is a team player." The cat said since now he had learned his lesson about following orders, and jumping the gun of doing it himself.

"I'm glad to hear it." The gorilla said even though he knew the eyes of the rhino and the raptor were upon him when he said that. That said the three went back to viewing the hologram and two thirds of the adventurers walked back into the hallway.

"Hey, um, thanks for not telling `im about-." Cheetor said as they walked away, but was cut off by the very man he was trying to talk to.

"SAVE IT, KIDDO!" The rodent said in anger before adding, "If I told Optimus about your little playdate with Tarantulas he'd kick my sweet pink butt, too. And one more thing if you ever pull a stunt like this again I will personally rearrange your spots! Now get out of my way; I've got garbage to munch." As he said that he showed a fist for his threat and a grunt of aggravation for the eating comment before walking away.

"And thanks for saveing my life…pal." The cat said once his friend had went deeper into the tunnel.


End file.
